Form Type: 4

SEC EDGAR Link
Accession Number:0001127602-19-030123
Date:2019-10-03
Issuer: SOTHEBYS (BID)
Original Submission Date:

Reporting Person:

GOSS MICHAEL F
1334 YORK AVE
NEW YORK, NY 10021

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-10-03 D 87,522 d $57.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2019-10-03 deemed execution date D 27,959 (d) common stock 27,959 $0.00 26,342 direct
Footnotes
IDfootnote
f1 this amount includes 9,320 shares acquired upon vesting and settlement of performance share units ("company psus"). pursuant to the agreement and plan of merger dated as of june 16, 2019, by and among bidfair usa inc. (formerly a limited liability company known as bidfair usa llc), bidfair mergeright, inc. and the issuer (the "merger agreement"), each company psu was canceled and converted into the right to receive an amount in cash equal to the number of shares of issuer's common stock earned in accordance with the terms and conditions set forth in the award agreement for the company psus as reasonably determined by the company's compensation committee multiplied by $57 a share (the "merger consideration").
f2 pursuant to the merger agreement, each share of the issuer's common stock held by the reporting person was converted into the right to receive the merger consideration at the effective time of the merger. the company psus shall be payable within ten (10) business days following the effective time of the merger.
f3 each restricted stock unit represented the right to receive one share of common stock under the company's restricted stock unit plan or 2018 equity incentive plan and vests over a three year period in three equal annual installments. pursuant to the merger agreement, at the effective time of the merger, the restricted stock units held by the reporting person were canceled and converted into the right to receive an amount in cash equal to the product of (x) the total number of shares of common stock underlying such restricted stock units and (y) the merger consideration. the restricted stock units granted in 2019 will be paid within ten (10) business days following the effective time of the merger. all other restricted stock units will be paid pursuant to their original vesting schedule.
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